Business & Corporate Law
    How do I start a business in Georgia?  At the very least, you will need a business
    license from the city or county in which your main office or headquarters if physically
    located.  If you will have employees, it will also be necessary to obtain an Employer
    Identification Number (EIN) from the Internal Revenue Service and a Georgia Department of
    Labor (Unemployment) Tax Identification Number as well as Workers Compensation
    Insurance.  Lastly, it may also be necessary to obtain a Georgia Sales & Use Tax
    Identification Number for the business depending on your line of business.

    What would be my liability in connection with my business?  Without taking any further steps, a business
    owned by one person would be considered a sole proprietorship.  A business owned by two or more persons
    would be considered a partnership.  Owners of interests in sole proprietorships and partnerships are personally
    liable for any and all debts, claims or judgments that arise out of the operation of their business.  This means
    that if a third party wins a judgment against a sole proprietorship or a partnership, the individual owners would
    be personally responsible for paying the judgment.  If the judgment is not paid, the wages and/or bank accounts
    of the individual owners may be garnished or liens may be levied against their real property.

    If a business is incorporated or organized as a limited liability company, the individuals that owned the business
    would not be personally liable for the debts, claims or judgments that arise out of the operation of the business
    as long as the businesses are properly maintained.  Owners of corporations or limited liability companies are
    only liable for claims against the business to the extent that they have invested in the business.  Their personal
    wages and/or bank accounts can not be garnished and liens can not be placed against their personal property.



    What is a corporation?   A corporation is an entity that can limit the liability of its owner(s).  It is formed by
    making certain filings with the Georgia Secretary of State and the Internal Revenue Service.  There are two (2)
    types of corporations.  They are as follows:

  1. The “C” Corporation
  2. The “S” Corporation



    What are the differences between the “C” and the “S” Corporation?  A “C” Corporation is a standard
    corporation.  It can have an unlimited number of shareholders.  However, it would be subject to double taxation.  
    Double taxation means that the Corporation is required to pay income taxes before its income is distributed to
    shareholders.  The shareholders must then pay income tax on any income that is distributed to them.  Thus,
    the same income is taxed at two levels.

    An “S” Corporation is different in that it has “pass through” taxation.  That means that the Corporation itself is
    not taxed.  Income passes through the corporation and is only taxed when it is distributed to the shareholders.  
    However, an “S” Corporation is also different in that it can only have a maximum of 32 shareholders.  This may
    pose a problem for a company seeking to raise a large amount of capital.



    What is a Limited Liability Company or LLC?  A Limited Liability Company or LLC is also an entity that can
    limit the personal liability of its owners.  It is also formed by making certain filings with the Georgia Secretary of
    State and the Internal Revenue Service.  Like a “C” Corporation it can have an unlimited number of
    shareholders or members.  However, it is also like an “S” Corporation in that it has “pass through” taxation.  
    The Limited Liability Company is usually also less expensive to form and less difficult to maintain than a “C” or
    “S” Corporation.


    S Corporations vs LLCs - click to read article



    What is a Trademark?  A trademark is a name or symbol that is used by a business to identify its good or
    services.  In order to protect its rights to use the trademark and to prevent others from infringing upon the
    trademark, it is advisable for the business to register the trademark.  A trademark may be registered on the
    federal or state level.  However, it is strongly advisable that the registration be made on the federal level to
    ensure maximum protection.



    What is a Copyright?  Copyright is a form of protection provided by the laws of the United States to the
    authors of “original works of authorship,” including literary, dramatic, musical, artistic, and certain other
    intellectual works such as computer software.  Although this protection is provided from the time that the work
    is first “published”, an author can not enforce his/her rights until the work has been formally registered with the
    United States Copyright Office.

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